OFFICE/WAREHOUSE LEASE

Section 1.2.   Commencement Date : The date on which the term of this Lease and the accrual of Rent begins which shall be September 15, 2005 (the "Commencement Date").

Section 1.2.1.   Landlord : Penn Florida Venture IV, a Florida limited partnership. Address of Landlord: C/O Penn-Florida Capital, Corp., 1515 North Federal Highway, Suite 306, Boca Raton, Florida 33432.

Section 1.3. Landlord's Work . TTenant accepts the Premises in “AS-IS” condition.

Section 1.4. Building . The office/warehouse improvements comprising a part of the Project in which the Premises are located.

Section 1.5. Tenant : Adsouth, Inc. as a Florida corporation

Mailing Address of Tenant: 1141 South Rogers Circle, #11

Boca Raton, Florida 33487

Section 1.6. Project . The office/warehouse project located at   1141 South Rogers Circle, Boca Raton, Florida, consisting of 70,927 square feet of rentable area.

Section 1.7. Premises : Suites 10, 11 and 12, of the Project which Landlord and Tenant agree contains 20,394 square feet of rentable floor area.

Section 1.8. Lease Term :   Commencing on the Commencement Date and ending on hundred twenty three (123) full calendar months after the Commencement Date.

Section 1.9. Lease Year or Year . A twelve (12) full calendar month period beginning on the Commencement Date and each anniversary of the Commencement Date thereafter.

Section 1.10.   Landlord's Broker : Penn-Florida Realty Corp.

Section 1.11.   Tenant's Broker : N/A

Section 1.12.   Operating Expenses : All expenses of every kind incurred by Landlord with respect to the ownership, management, operation, insuring, improvement, replacement, promotion and maintenance of the Project including, without limitation, insurance premiums, waste removal, lighting, drainage, utilities and other services provided through Landlord or to the common areas of the Project, any property taxes, assessments, governmental charges and owners' dues of any kind and nature whatsoever. All such Operating Expenses shall be recorded on a accrual basis and in accordance with acceptable principles of sound management and accounting practices applicable to similar projects.

Section 1.13. Security Deposit : (This section intentionally left blank).

Section 1.14. Base Rent : For the initial Lease Year Base Rent shall be Two Hundred Thirty-Four Thousand Five Hundred Thirty-One Dollars and 00/100 ($234,531.00) which amount shall be adjusted as provided herein for each Lease Year after the initial Lease Year. Payment of Base Rent shall commence on the first day following the Commencement Date.

Provided Tenant faithfully performs all terms and conditions of the Lease during the term hereof, Tenant’s obligation to pay Base Rent under this Lease shall be abated in months one(1) through three (3) of the Lease Term.

If Tenant at any time breaches any term or covenant required to be performed by Tenant under this Lease, Landlord may, in addition to all other rights or remedies it may have, rescind the abatement and receive all the base rent which Landlord would have otherwise received from Tenant had there been no period of abatement. Abatement shall apply to payment of Base Rent and additional Rent only and shall not be applicable to any other charges, expenses or cost payable by Tenant under this Lease. Landlord’s failure to rescind the abatement of rent provided for hereunder as a result of any default by Tenant shall not be deemed to be a waiver of Landlord’s right to so rescind on any subsequent default by Tenant.

Section 1.15.   Additional Rent: Tenant's Proportionate Share of Operating Expenses, sales or other taxes, taxes imposed on rents to use the Premises which Tenant shall pay and any other amounts payable by Tenant pursuant to the terms of this Lease.

Section 1.16.   Initial Rent : The amount of Fifty-Four Thousand Five Hundred Eighty-Eight Dollars and Sixty-Two Cents ($54,588.62) on account of the first and second months’ gross rent of the Lease Term.

Section 1.17. Discount Rate : The percentage rate which is equal to the equivalent yield on U.S. Treasury obligations having a maturity as near as possible to the remaining term of this Lease as reported in the Wall Street Journal on the date in question.

Section 1.18.   Rent : Base Rent, and Additional Rent, and all other charges due in accordance herewith.

Section 1.19.   Tenant's Proportionate Share : Twenty-eight and seventy-five of one hundredths percent (28.75%) which is the amount that is the percentage determined by dividing the rentable area of the Premises by the rentable area of the Project.

Section 1.20. Calendar Month . The period of time beginning on the first day of any given calendar month and continuing until the last day of such month, partial months shall not be considered a full calendar month.

Section 2.1.   Lease of Premises For Lease Term : Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for the Lease Term. Promptly after the Commencement Date, Landlord and Tenant shall execute a memorandum in the form attached hereto as Exhibit "B" acknowledging the Commencement Date and the Lease Term.

Section 2.2.   Delay In Commencement : Landlord shall not be liable to Tenant if Landlord does not deliver possession of the Premises to Tenant on the Estimated Commencement Date and such failure to deliver shall not affect this Lease or the obligations of Tenant under this Lease. If Landlord does not deliver possession of the Premises to Tenant within one hundred eighty days (180) days after the Estimated Commencement Date, Tenant may elect to cancel this Lease by giving written notice to Landlord within ten (10) days after the one hundred eighty day (180) day period ends. If Tenant gives such notice, the Lease shall be canceled and neither Landlord nor Tenant shall have any further obligations to the other. If Tenant does not give such notice, Tenant's right to cancel the Lease shall expire and the Lease Term shall commence upon the delivery of possession of the Premises to Tenant.

Section 2.3.   Early Occupancy : If Tenant occupies the Property prior to the Commencement Date, Tenant's occupancy of the Property shall be subject to all of the provisions of this Lease. Early occupancy of the Property shall not advance the expiration date of this Lease. Tenant shall pay Base Rent and all other charges specified in this Lease for the early occupancy period.

Section 2.4.   Holding Over : Tenant shall vacate the Premises upon the expiration or earlier termination of this Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all damage incurred by Landlord from any delay by Tenant in vacating the Premises. If Tenant does not vacate the Premises upon the expiration or earlier termination of the Lease and Landlord thereafter accepts rent from Tenant, Tenant's occupancy of the Premises shall be a tenancy at sufferance, subject to all of the terms of this Lease, except that the Base Rent then in effect shall be increased to be the maximum allowed by Florida law.

Section 3.1.   Time and Manner of Payment : Tenant agrees to pay Landlord the Base Rent, without notice or demand, in equal monthly installments in advance, on or before the first day of each and every successive calendar month during the Lease Term. Rent for any period which is for less than one (1) month shall be a prorated portion of the monthly installment provided herein based upon a thirty (30) day month. Said rental shall be paid to Landlord, without deduction or offset, in lawful money of the United States of America and payable at Landlord's address or at such other place as Landlord may from time to time designate in writing.

Section 3.2.   Base Rent Adjustment : The Base Rent shall be increased on each anniversary date of the Commencement Date so that the Base Rent for the ensuing Lease Year shall be equal to the Base Rent for the Lease Year then ending multiplied by 105%.

Section 4.1.   Operating Expenses : Tenant shall pay monthly as Additional Rent an amount equal to one-twelfth (1/12th) of Tenant's Proportionate Share of the estimated Operating Expenses. For the period from the Commencement Date to the date of the first adjustment as provided below, Tenant shall pay Six Thousand Eighty-Four Dollars and Twenty-One Cents ($6,084.21) per month as the estimated Tenant's Proportionate Share of Operating Expenses. Each calendar year on or before April 1, or as soon thereafter as is reasonably possible, Landlord shall deliver to Tenant a statement setting forth Landlord's reasonable estimate of the Operating Expenses for the then current calendar year and shall furnish to Tenant a statement (the "Expense Statement") which shall set forth the actual Operating Expenses for the prior calendar year. Tenant shall continue to pay monthly installments in the current amount until Tenant receives notice of a change in payment from Landlord and thereafter each monthly installment will be increased by a prorata portion of the amount by which the payments which have been made in the calendar year are less than the amount due at the increased installment rate. Landlord agrees to keep true and accurate records of the Operating Expenses of the Building in accordance with generally accepted accounting principles. After delivery of the Expense Statement, there shall be an adjustment between Landlord and Tenant such that after said adjustment Tenant will have paid the Additional Rent amount due in accordance with this section. Payment pursuant to said adjustment to Landlord or Tenant, as the case may be, shall be made within thirty (30) days from the date of Tenant's receipt of the Expense Statement. For any period less than a full calendar month or year, Tenant's Additional Rent under this section shall be prorata based on actual expenses for that calendar year or month. In the event that less than ninety-five percent (95%) of the total square footage in the Project is occupied by tenants at all times during any calendar year, then Operating Expenses for such year shall include all additional costs, expenses and disbursements that Landlord reasonably determines would have been incurred had ninety-five percent (95%) of the total square footage in the Project been occupied at all times during such year by tenants.

Section 4.2.   Personal Property Taxes .

(i)   Tenant shall pay all taxes charged against trade fixtures, furnishings, equipment or any other personal property belonging to Tenant. Tenant shall exert Tenant's best efforts to have personal property taxed separately from the Premises.

(ii)   If any of Tenant's personal property is taxed with the Premises, Tenant shall pay Landlord the taxes for the personal property within ten (10) days after Tenant receives a written statement from Landlord for such personal property taxes.

Section 4.3.   Utilities : Tenant shall pay, directly to the appropriate supplier, the cost of all natural gas, heat, light, power, sewer service, telephone, water, refuse disposal and other utilities and services supplied to the Premises. However, if any services or utilities are jointly metered with other portions of the Project, Landlord shall include such costs in Operating Expenses. Landlord reserves the right to require Tenant to install separate meters for any utility service supplied through joint meters which installation cost shall be Tenant's expense.

Section 4.4.   Insurance and Indemnity :

(a)   Liability Insurance . Tenant shall, at Tenant's sole cost and expense, obtain and keep in force during the term of this Lease a policy of Combined Single Limit, Bodily Injury and Property Damage insurance insuring Landlord and Tenant against any liability arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be provided through a combined single limit policy in an amount not less than $1,000,000 per occurrence. The policy shall insure performance by Tenant of the indemnity provision of this Section. The limits of said insurance shall not, however, limit the liability of Tenant hereunder. Executed copies of such policies of insurance or certificates thereof shall be delivered to the Landlord within thirty (30) days after the Commencement Date.

(b)   Premises Insurance .

(i)   Landlord shall obtain and keep in force during the term of this Lease a policy or policies of insurance covering loss or damage to the Project, in the amount of the full replacement value thereof, as the same may exist from time to time, but in no event less than the total amount required by lenders having liens on the Premises, against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, flood (in the event same is required by a lender having a lien on the Project), and special extended perils ("all risk" as such term is used in the insurance industry). Said insurance shall provide for a payment of loss thereunder to Landlord or to the holder of mortgages or deeds of trust on the Premises. The Tenant shall, in addition, obtain and keep in force during the term of this Lease a policy of rental value insurance covering Rent and Operating Expenses for a period of one year, with loss payable to Landlord. Tenant shall pay the cost of such insurance directly and provide Landlord proof of such insurance and payment of the premiums therefor.

(ii)   Tenant shall pay for any increase in the property insurance obtained by Landlord if said increase is caused by Tenant's acts, omissions, use or occupancy of the Premises.

(iii)   The Landlord shall not insure Tenant's fixtures, equipment or tenant improvements .

(c)   Insurance Policies . Insurance required hereunder shall be in companies holding a "General Policyholders Rating" of not less than "A", or such other rating as may be required by a lender having a lien on the Project, as set forth in the most current issue of "Best Insurance Guide." No policy carried by Tenant shall be cancelable or subject to reduction of coverage or other modification except after thirty (30) days prior notice to Landlord. Prior to the expiration of such policies, Tenant shall furnish Landlord with renewals or "binders" thereof, or Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall be payable by Tenant upon demand. Tenant shall not do or permit to be done anything which shall invalidate the insurance policies carried by Landlord. If Tenant does or permits to be done anything which shall increase the cost of the insurance policies referred to in this Section, then Tenant shall forthwith upon Landlord's demand reimburse Landlord for any additional premiums attributable to any act or omission or operation of Tenant causing such increase in the cost of insurance.

(d)   Waiver of Subrogation . Tenant and Landlord each hereby release and relieve the other, and waive their entire right of recovery against the other for loss or damage arising out of or incident to the perils insured against under this Section, which perils occur in, on or about the Premises, whether due to the negligence of Landlord or Tenant or their agents, employees, contractors and/or invitees. Tenant and Landlord shall, upon obtaining the policies of insurance required hereunder, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease.

(e)   Indemnity . Tenant shall indemnify and hold harmless Landlord and Landlord's officers, agents, employees, partners, successors and assigns from and against any and all claims arising from Tenant's use of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant in or about the Premises or elsewhere and shall further Indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors, or employees, and from and against all cost, attorney's fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damages to property or injury to persons, in, upon or about the Premises arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord.

Section 4.5.   Late Charges : Tenant's failure to pay rent promptly may cause Landlord to incur unanticipated costs. The exact amount of such costs are impractical or extremely difficult to ascertain. Such costs may include, but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord by any ground lease, mortgage or trust deed encumbering the Premises. Therefore, if Landlord does not receive any rent payment within ten (10) days after it becomes due, Tenant shall pay Landlord a late charge equal to ten percent (10%) of the overdue amount. The parties agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of such late payment.

Section 4.6.   Interest on Past Due Obligations . Any amount owed by Tenant to Landlord which is not paid when due shall bear interest at a rate equal to the maximum rate allowable under applicable law (the "Default Rate") from date that said payment was originally due. However, said interest shall not be payable on late charges incurred by Tenant nor on any amounts upon which late charges are paid by Tenant under this Lease. The payment of interest on such amounts shall not excuse or cure any default by Tenant under this Lease.

Section 5.1.   Permitted Uses : Tenant may use the Premises only for general office/warehouse use and for no other uses whatsoever except those approved by Landlord in writing.

Section 5.2.   Manner of Use : Tenant shall not cause or permit the Premises to be used in any way which constitutes a violation of any law, ordinance, or governmental regulation or order, which annoys or interferes with the rights of tenants of the Project, or which constitutes a nuisance or waste. Tenant shall obtain and pay for all permits, including a Certificate of Occupancy, required for Tenant's occupancy of the Premises and shall promptly take and pay for all substantial and non-substantial actions necessary to comply with all applicable statutes, ordinances, rules, regulations, orders and requirements regulating the use by Tenant of the Premises, including, without limitation, the Occupational Safety and Health Act and the Americans with Disabilities Act.

Section 5.3.   Uses Prohibited : Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which is not within the permitted use of the Premises which will in any way increase the existing rate on or affect any fire or other insurance upon the Project or any of its contents, or cause a cancellation of any insurance policy covering the Project or any part thereof or any of its contents.

Section 5.4.   Signs and Auctions : Tenant shall not place any signs on the Premises without Landlord's prior written consent. Tenant shall not conduct or permit any auctions or sheriff's sales at the Premises.

Section 5.5.   Landlord's Access : Landlord or its agents may enter the Premises at all reasonable times to show the Premises to potential buyers, investors or tenants or other parties, or for any other purpose Landlord deems necessary. Landlord shall give Tenant prior notice of such entry, except in the case of an emergency. Landlord shall at all times have and retain a key with which to unlock all of the standard entrances and exit doors in, upon and about the Premises, excluding Tenant's vaults, safes and files, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency, in order to obtain entry to the Premises without liability to Tenant except for any failure to exercise due care for Tenant's property and any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof. Landlord may place customary "For Sale" or "For Lease" signs on or about the Premises, but may not place such signs in or in front of the Premises until one hundred eighty (180) days prior to the end of the Lease Term or if Tenant vacates the Premises prior to expiration of the Lease Term.

Section 5.6.   Quiet Possession : If Tenant pays the rent and complies with all other terms of this Lease, Tenant may occupy and enjoy quiet possession of the Premises for the full Lease Term, subject to the provisions of this Lease.

Section 5.7.   Hazardous Materials : For purposes of this Lease, "Hazardous Material" means any pollutant or contaminant or hazardous, dangerous or toxic chemicals, materials, or substances within the meaning of any applicable federal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste substance or material, all as amended or hereafter amended. Hazardous Material shall also include, without limitation, crude oil or any fraction thereof, any radioactive material, asbestos in any form or condition, radon, polychlorinated biphenyls ("PCBs") or substances or compounds containing PCBs, medical waste and noxious chemicals used in any construction on the Premises.

Tenant agrees not to keep in or on the Premises any inflammable, combustible or explosive substance nor any substance which would create or tend to create a dangerous or combustible condition (other than cleaning products and other substances of the sort and in quantities customarily kept in similar operations provided same are kept and used in accordance with applicable laws). Tenant agrees not to cause or allow the presence, storage, use, maintenance or removal of Hazardous Materials in or about the Premises without Landlord's prior written consent. If Tenant's business requires use or possession of Hazardous Materials, Tenant must advise Landlord and obtain Landlord's written consent before bringing any Hazardous Materials onto or creating such condition on or within the Premises. If Tenant uses or maintains Hazardous Materials on or in the Premises, Tenant agrees to handle, store, transport and dispose of all Hazardous Materials at Tenant's sole cost and expense in accordance with all then-existing local, state and federal rules and laws. Provided it is lawful to do so, Tenant agrees to enter into a contract(s) with a company certified to handle the Hazardous Materials for the transport and disposal of all Hazardous Materials from the Premises. A copy of all such contracts and all renewals must be provided to Landlord.

Landlord may, at Landlord's sole option, now or in the future, obtain a report from an environmental consultant of Landlord's choice as to whether Tenant has been or is currently using any part of the Premises for the improper use, handling, storage, transportation or disposal of Hazardous Materials. If any such report indicates such improper use, handling, storage, transportation or disposal of Hazardous Materials, Tenant agrees to immediately reimburse Landlord for the cost of obtaining the environmental report, and, in addition, Landlord may require that all violations of the law with respect to the Hazardous Materials be corrected and/or that Tenant obtains all necessary environmental permits and approvals. If Tenant fails to correct any such violation(s) of law and/or fails to obtain such necessary permits within a reasonable time after demand from Landlord, then Landlord may declare this Lease in default and/or may cause the Premises and any surrounding areas to be freed from the Hazardous Materials at Tenant's sole cost and expense which Tenant agrees to pay on demand from Landlord as additional rent.

Tenant hereby agrees to indemnify, defend, save and keep Landlord, and Landlord's officers, employees, partners, successors and assigns, harmless from any and all liabilities, obligations, charges, losses, damages, penalties, claims, actions and expenses, including without limitation, engineers' and professional fees, soil tests and chemical analysis, court costs and legal fees and expenses through all trial, appellate and administrative levels, imposed on, incurred by or asserted against Landlord, in any way relating to, arising out of, or in connection with the use, handling, storage, transportation or disposal of the Hazardous Materials on the Premises and/or the Project. The foregoing indemnification shall survive any assignment or termination of this Lease.

Section 5.8.   Common Areas and Parking Facilities : All automobile parking facilities, driveways, entrances and exits thereto, and other facilities in the Project furnished by Landlord, including, but not limited to, parking facilities, truckway or ways, loading areas, pedestrian walkways and ramps, landscaped areas, stairways, corridors, and other areas and improvements provided by Landlord for the general use, in common, of tenants, their officers, agents, employees, servants, invitees, licensees, visitors, patrons and customers (the "Common Areas"), shall be subject to the exclusive control and management of Landlord subject to the Rules and Regulations set forth on Exhibit "C" attached hereto (the "Rules"), and Landlord shall have the right from time to time to modify and enforce the Rules; to police the same; from time to time to change the area, level and location and arrangement of the Common Areas, and other facilities herein above referred to; to restrict parking by and enforce parking charges (by operation of meters or otherwise) to tenants, their officers, agents, invitees, employees, servants, licensees, visitors, patrons and customers; to close all or any portion of the Common Areas to such extent as Landlord may desire or as may in the opinion of Landlord's counsel be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; to close temporarily all or any portion of any public areas or Common Areas; to discourage non-tenant parking; to charge a fee for visitor and/or customer parking; and to do and perform such other acts in and to said areas and improvements as, in the sole judgment of Landlord, Landlord shall determine to be advisable. Tenant, its employees, customers and invitees shall have the non-exclusive right to use the Common Areas in common with other tenants for the purposes for which constructed subject to the Rules. Landlord will operate and maintain the Common Areas, and other areas referred to above in such manner as Landlord shall determine from time to time. Without limiting the scope of such discretion, Landlord shall have the full right and authority to designate a manager of the Common Areas and other areas who shall have full authority to make and enforce rules and regulations regarding the use of the same or to employ all personnel and to make and enforce all rules and regulations pertaining to and necessary for the proper operation and maintenance of the Common Areas and other areas. Reference in this paragraph to parking facilities shall be construed as giving Tenant, its employees, invitees and customers hereunder rights and/or privileges to the use of not more than 2.3 parking spaces per 1,000 square feet of rentable area in the Premises. Tenant, its employees, invitees and customers shall not use more than the number of parking spaces set forth above.

Section 6.1.   Existing Conditions/Landlord's Work : Subject to the completion of Landlord's Work, Tenant accepts the Premises in its condition as of the execution of the Lease, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Premises or the suitability of the Premises for Tenant's intended use. Landlord agrees to complete Landlord's Work with diligence, subject to delays due to causes beyond its reasonable control. The Premises shall be deemed substantially completed and possession delivered when Landlord has substantially completed the Landlord's Work, subject only to the completion of items on Landlord's punch list. The taking of possession of the Premises by Tenant shall be deemed conclusively to establish that the Landlord's Work and the Premises have been completed and are in good and satisfactory condition as of the date possession is so taken except for items on Landlord's punchlist which may be completed at a later date. In the event of any dispute as to when and whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of occupancy or equivalent document issued by the local governmental authority shall be conclusive evidence of such completion, effective on the date of issuance of any such certificate or equivalent document.

Section 6.2.   Exemption of Landlord From Liability : Landlord shall not be liable for any damage or injury to the person, business (or any loss of income therefrom), goods wares, merchandise or other property of Tenant, Tenant's employees, invitees, customers or any other person in or about the Premises, whether such damage or injury is caused by or results from: (a) fire, steam, electricity, water, gas or rain; (b) the breakage, leakage obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any other cause; (c) condition arising in or about the Premises or upon other portion